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Sixteenth Consent Requests

Sixteenth Consent Requests and STID Proposals

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Thames Water Utilities Limited ("TWUL") launches process to extend liquidity to Autumn 2027 allowing continued delivery of capital programme focused on improvements for customers and the environment.

Background

TWUL has so far drawn £2.65bn of the £3bn available under the super senior facility (the "Facility") entered into with its subsidiary, Thames Water Super Senior Issuer PLC (the "Super Senior Issuer").

As previously announced, TWUL and the Super Senior Issuer have secured accordion commitments of £1.5bn (the "New Commitments"), which, in addition to the £1.5bn of commitments originally made available as part of RP1, brings the total amount which is available under the Facility to £3bn.

Based on the latest available forecast, TWUL expects that, subject to the satisfaction and/or waiver of relevant conditions precedent, the Facility will provide liquidity until the end of 2026 or the start of 2027. TWUL does not expect to complete its recapitalisation process ahead of this date.

Accordingly, TWUL proposes to increase the maximum amount available under the Facility by £2.4bn to £5.4bn, and for commitments in respect of such increased amount to be sought in tranches over the coming months (the "Upsize"). Once in place, the Upsize would extend TWUL's liquidity into Autumn 2027 and allow TWUL to continue to deliver its capital programme and deliver improvements for customers and the environment.

In order to implement the Upsize, it is proposed that a new entity, Thames Water Super Senior Upsize Issuer PLC (the "Upsize Issuer") is incorporated and accedes to the Facility as a lender. The Upsize Issuer (and its holding company) would be a subsidiary of the Super Senior Issuer and would issue additional super senior debt in the form of loans and bonds to fund its loan to TWUL under the Facility on a pari passu basis with the Super Senior Issuer.

Funding of the New Commitments remains subject to the satisfaction and/or waiver of relevant conditions precedent (the "Conditions"), some of which, as at today, have not yet been satisfied and/or waived in full, including having a Supported LUA (as defined in the 16th Consent Requests and STID Proposals) by 31 October 2026 in respect of RP2 (the "June Release Condition"). Conditions will also apply to the Upsize, and any drawdown of the Upsize will be subject to creditor consent at the relevant time.

TWUL continues to work closely with stakeholders to secure a market-led solution.

16th Consent Requests and STID Proposals

TWUL and the Super Senior Issuer have today launched parallel consent requests and STID Proposals (the "16th Consent Requests and STID Proposals"). These include the consents to:

  • waive the outstanding Conditions and thereby permit the Super Senior Issuer to draw £350m of the New Commitments;
  • make further ancillary amendments to the Facility (as set out in further detail in the 16th Consent Requests), which (among other things) amend the dates and amounts of scheduled drawdowns under the Facility by TWUL to reflect TWUL's anticipated liquidity needs;
  • extend the June Release Condition to 30 November 2026 which, if granted, will allow TWUL to draw a further £350m of the Facility in November 2026;
  • amend and restate the Facility to accommodate the Upsize Issuer as an additional lender thereunder, and make additional changes to the super senior documentation to reflect this and ensure an aligned voting process on future consents between the Super Senior Issuer and Upsize Issuer;
  • establish a separate and independent suite of finance documents for the Upsize Issuer, which will be separate from the equivalent documents governing the Super Senior Issuer and its creditors (the "Upsize Finance Documents");
  • amend the MDA, CTA and STID (each as defined in the 16th Consent Requests and STID Proposals) to accommodate the Upsize, the establishment of the Upsize Issuer and implementation of the Upsize Finance Documents;
  • allow certain voluntary resignations of obligors under the finance documents, where such obligors cease to have any outstanding payment obligations or contingent liabilities; and
  • waive any potential breach of certain provisions under TWUL's financing documents (as more fully set out in the 16th Consent Requests and STID Proposals) to facilitate the ongoing steps required to implement its recapitalisation transaction.

The 16th Consent Requests and STID Proposals have a voting date of 29 October 2026 and follow fifteen previous sets of consent requests which were approved by creditors. Voting may close earlier if the requisite majority of creditors vote in favour of the 16th Consent Requests and STID Proposals before the voting date.

Access to Documents

The 16th Consent Requests and STID Proposals are available through TWUL's investor relations website at https://www.thameswater.co.uk/about-us/investors/liquidity-extension-update.

STAKEHOLDERS ARE ENCOURAGED TO REVIEW THE CONSENT REQUESTS AND STID PROPOSALS IN DETAIL THEMSELVES (COPIES OF WHICH ARE AVAILABLE AT HTTPS://WWW.THAMESWATER.CO.UK/ABOUT-US/INVESTORS/LIQUIDITY-EXTENSION-UPDATE) AND SEEK THEIR OWN LEGAL AND FINANCIAL ADVICE[1] SHOULD THEY HAVE ANY QUERIES IN RELATION TO THEIR CONTENTS.

 

[1] Creditors can contact TWUL to receive details of existing creditor groups and their advisors.